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Exhibit 10.1 OEM CD Smart Card Agreement dated June 29, 1999, between iOra
Limited and DXP New Media Services Limited

                           DATED                      29th June 1999






                                    iOra Ltd
                                ('Supplier') (1)






                         DXP New Media Services Limited
                                  ('DXP') (2)



                                      OEM
                                 CD SMART CARD
                                   AGREEMENT






                                       12



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                          OEM CD SMART CARD AGREEMENT


THIS AGREEMENT is made the  29th day of June, 1999

BETWEEN

(1) IORA LTD a company incorporated in England (registered number 3445693) whose
    registered office is situated at Meadlands Broad Layings, Woolton Hill,
    Newbury, Berks RG20 9TT (the "Supplier").

(2) DXP NEW MEDIA SERVICES LIMITED a company incorporated in England (company
    number 03732349) and having its registered office at 7 Willow Court, Bourton
    Industrial Park, Bourton on the Water, Cheltenham, Gloucestershire GL54 2HQ
    (the "DXP")

RECITALS:

(A) The Supplier is the developer and owner of a software product known as
    "SoftCD", which software consists of two components, namely SoftCD Client
    and SoftCD Publisher.

(B) DXP is a provider of multimedia services and products including a product
    known as the CD Smart Card which it intends to manufacture, market and
    distribute to a variety of business users.

(C) DXP has entered into an OEM Partnership Agreement with the Supplier to
    market, sell and deliver SoftCD to End Users on any storage media excluding
    CD Smart Cards.

(D) DXP intends to incorporate the said SoftCD Client into the CD Smart Card for
    distribution to potential customers.

(E) The parties wish to enter into a further agreement on the following terms.

NOW IT IS HEREBY AGREED as follows:

1.  DEFINITIONS

    In this Agreement (which expression shall be deemed to include the Schedules
    hereto), unless the context otherwise requires, the following expressions
    have the following meanings:

    "Commencement Date" means the date of this Agreement;

    "Combined Product" shall have the meaning given to it in clause 2.l(a);

    "End User" means a customer or prospective customer for the Combined Product
    who purchases the Combined Product for use other than for resale including





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    without limit for promotional purposes and shall include recipients of the
    Combined Product authorised by such customer to use the Combined Product;

    "Intellectual Property Rights" means patents, trade marks, service marks,
    registered designs, applications for any of the foregoing, copyright, design
    rights, know-how, confidential information, trade and business names and any
    other similar protected rights in any country;

    "CD Smart Card" means the product known as CD Smart Card developed and
    distributed by DXP in business card sizes measuring approximately 3" x 2"
    (and including any size within 20% of these dimensions) manufactured
    utilising CD Technology and with a storage capacity of up to and including
    40MB;

    "OEM Partnership Agreement" means an agreement made between the same parties
    as this agreement which covers the rights of DXP to market, sell and deliver
    SoftCD to End Users on any storage media other than CD Smart Cards;

    "SoftCD" means the software product known as SoftCD developed and
    distributed by the Supplier, including SoftCD Publisher and SoftCD Client
    software; 'SoftCD Publication' means a CD Smart Card or a directory thereon,
    which is updated using SoftCD. 'SoftCD Amendments' mean a set of files that
    represent the differences between two versions of a Publication with
    different content, produced by SoftCD Publisher.

    "Sub-License" means the form of agreement which grants the End User the
    right and license to use the SoftCD Client, as incorporated within the
    version for the time being of SoftCD Client;

    "The Territory" means the world;

    "Year" means any period of 12 months commencing on the Commencement Date or
    any anniversary of the Commencement Date.

2.       GRANT OF RIGHTS

2.1      The Supplier grants to DXP the following rights:

         (a)    the right to incorporate SoftCD Client into CD Smart Card so as
                to create the Combined Product;

         (b)    the right to market, sell and deliver Combined Product to End
                Users in the Territory;

         (c)    the non-exclusive right to copy and distribute copies of SoftCD
                Client to End Users (and to carry out other restricted acts in
                relation to SoftCD Client for the purposes of exercising the
                rights granted in clauses 2.1 (a) and (b));




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         (d)    the right to grant sub-licenses to End Users in the Territory on
                the terms of the Sub-License;

         (e)    the right to use SoftCD Publisher for the purpose of producing
                an unlimited number of Amendments to an unlimited number of
                Publications which have been produced on CD Smart Cards pursuant
                to the terms of this Agreement for or on behalf of End Users;
                such Amendments may be distributed to those to whom CD Smart
                Cards incorporating SoftCD Client have been distributed under
                the terms of this Agreement; subject thereto, use of SoftCD
                Publisher is permitted on the terms of the Supplier's standard
                license for the use thereof.

2.2      The Supplier shall at DXP's request enter into a Source Code
         Escrow Agreement in terms to be agreed between the parties, pursuant to
         which the Supplier will at the sole cost of DXP place a copy of the
         source code to the SoftCD into escrow with an escrow agent reasonably
         specified by DXP, for the continuance of this Agreement.


2.3      DXP represents and warrants to the Supplier that it has the necessary
         ability and experience to carry out the obligations assumed by it under
         this Agreement and that by virtue of entering into this Agreement it is
         not and will not be in breach of any express or implied contractual
         obligation to any third party binding upon it.

3.       DURATION

         This Agreement shall commence on the Commencement Date and shall
         continue thereafter unless terminated under Clause 13.

4.       EXCLUSIVITY

4.1      DXP agrees, for so long as the period of exclusivity referred to in
         clause 4.2 continues to promote SoftCD for incorporation of SoftCD
         Client into all CD Smart Cards to be produced by DXP for End Users and,
         except in cases where the End User expressly refuses for any reason to
         incorporate of SoftCD Client, to incorporate SoftCD Client into all CD
         Smart Cards produced for End Users.

4.2 *

5.       PAYMENT




--------------------
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.



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5.1      *

5.2      In the event that DXP for reasons of time or manufacturing capacity
         cannot deliver the Combined Product on a CD Smart Card, and where the
         storage capacity of the content to be delivered does not exceed that of
         the CD Smart Card, and the exclusivity in clause 4.2 continues, and the
         end user application meets the criteria for an 'Agreed Promotional
         Project' as defined in the OEM Partnership Agreement, then the payment
         to the Supplier payable under the terms of the OEM Partnership
         Agreement shall be the same as the payment that would have been due if
         CD Smart Cards were used under the terms of this Agreement, subject to
         a minimum payment to the Supplier of (pound)2500 (net of any OEM
         Discount) for the project. Approval of a project as an 'Agreed
         Promotional Project' as defined in the OEM Partnership agreement is not
         to be unreasonably withheld by the Supplier.

5.3      In the event that DXP is tendering for a specific client in direct
         competition with another OEM partner of the Supplier who could deliver
         an equivalent solution using SoftCD on a storage media acceptable to
         the End User, then the amount payable to the Supplier by DXP must be no
         less than the amount payable by the other OEM partner to the Supplier
         for the equivalent software. For the avoidance of doubt, this clause
         shall not apply where the End User requires the Combined Product and
         the OEM partner shall deliver the solution using the Combined Product.

5.4      DXP will report to the Supplier within 30 days from the end of each
         calendar quarter (the first calendar quarter commencing on the first
         day of the month following the Commencement Date) as to the quantity of
         CD Smart Cards which DXP has contracted to sell during the previous
         quarter and will pay the royalties due for the said quarter within a
         further period of 30 days.

5.5      *










--------------------
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.




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5.6      For the avoidance of doubt, the royalty arrangements contained in this
         clause 5 shall constitute the entire royalty arrangement between the
         parties in relation to the Combined Product and no additional amounts
         shall be payable. In the event that an End User wishes to use SoftCD
         Publisher for the purpose of producing its own Amendments, the royalty
         arrangement for the SoftCD Publisher license shall be the subject of a
         separate agreement between the Supplier and DXP.


5.7      In the event of late payment: the Supplier may charge interest on all
         sums overdue at the rate of 2 per cent per month (or at the maximum
         amount permitted under any applicable law, if less), compounded monthly
         from the due date until payment.

6.       INSPECTION AND AUDIT

6.1      DXP shall keep complete and accurate books and records with respect to
         this Agreement in order to determine accurately the amount owed to the
         Supplier hereunder. DXP shall preserve such records for at least two
         years after the termination of this Agreement.

6.2      The Supplier shall have the right during the term of this Agreement and
         within two years thereafter, to appoint a Chartered Accountant to
         inspect audit and take copies or extracts from such books and records
         of DXP upon reasonable prior notice during normal business hours at
         DXP's offices, for the purpose of verifying the accuracy of the
         statements provided to the Supplier under this Agreement. DXP agrees to
         provide such Chartered Accountant with such assistance cooperation and
         further information as the Chartered Accountant may reasonably require
         for such purpose.

6.3      If such inspection reveals that DXP's payments were less than the
         amount, which should have been paid, then DXP shall pay to the Supplier
         any sums shown to be due together with interest thereon calculated on
         the basis that such sums fell due on the date on which they should have
         been declared to the Supplier.

6.4      In the event of an inspection revealing an error in excess of 5% of the
         total sums accrued due during the period for which such inspection and
         audit was made DXP shall pay to the Supplier all the costs of such
         audit and inspection upon receipt of an appropriate invoice justifying
         the costs. Otherwise, the Supplier will pay all the costs of the audit
         and inspection.

7.       TRAINING

         The Supplier shall provide reasonable training in the use, installation
         and maintenance of SoftCD for DXP's personnel as agreed between the
         parties.






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8.       DISTRIBUTOR'S OBLIGATIONS

8.1      DXP shall:

         (a)   use its reasonable endeavors to promote and extend the sale of
               the Combined Products throughout the Territory;

         (b)   at all times maintain adequate demonstration facilities for the
               Combined Products;

         (c)   use the Supplier's trade marks and trade names relating to the
               Combined Products only in the registered or agreed style in
               connection with the marketing and sale of the Products.

         (d)   provide direct support of SoftCD Client to all End Users, and
               shall not require that the Supplier do so.

9.       SUPPLIER'S OBLIGATIONS

9.1      The Supplier shall:

         (a) provide DXP with such marketing and technical assistance as DXP may
             consider reasonably necessary to assist DXP with the promotion of
             the Products;

         (b) provide second line support to DXP in respect of SoftCD by
             telephone and email during the Supplier's normal working hours.

         (c) endeavor to answer to DXP as soon as reasonably practicable all
             technical queries raised by DXP or its customers concerning the use
             or application of SoftCD;

         (d) provide DXP with adequate quantities of instruction manuals,
             technical and promotional literature and other information relating
             to SoftCD, at cost;

         (e) provide to DXP for inclusion in the Combined Products any updates
             or enhancements (excluding any optional features offered at
             additional cost) to SoftCD Client on the terms of this Agreement
             and agree a price for optional features with DXP that is no greater
             than the Supplier's standard list price for those optional
             features.

         (f) provide DXP promptly with all information and assistance necessary
             to enable DXP properly to perform its obligations hereunder in
             respect of any such modified or enhanced version of SoftCD.

10.      INTELLECTUAL PROPERTY RIGHTS

         Nothing in this Agreement shall operate to transfer any intellectual
         property rights in or relating to SoftCD or the CD Smart Card.


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11.      NOTICES ON SOFTWARE PRODUCTS

         DXP shall ensure that all copies of all products incorporating SoftCD
         Client which are sold to customers shall include an acknowledgement in
         the closing titles relating to SoftCD Client, the Supplier and the
         Supplier's web site address

12.      CONFIDENTIALITY

12.1     Neither party shall use or divulge or communicate to any person
         (other than those whose province it is to know the same or as permitted
         or contemplated by this Agreement or with the written authority of the
         other party or as may be required by law):

         (a)  any confidential information concerning the products, customers,
              business, accounts, finance or contractual arrangements or other
              dealings, transactions or affairs of the other party and its
              subsidiaries which may come to the first party's knowledge during
              the continuance of this Agreement; or

         (b)  any of the terms of this Agreement;

         and each party shall use its best endeavors (i) to prevent the
         unauthorized publication or disclosure of any such information or
         documents and (ii) to ensure that any person to whom such information
         or documents are disclosed by such party is aware that the same is
         confidential to the other party.

12.2     Each party shall ensure that its employees are aware of and comply
         with the confidentiality and non-disclosure provisions contained in
         this Clause and shall indemnify the other party against any loss or
         damage which the other may sustain or incur as a result of any breach
         of confidence by any of such party's employees.

12.3     If either party becomes aware of any breach of confidence by any
         of its employees it shall promptly notify the other party and give the
         other party all reasonable assistance in connection with any
         proceedings, which the other party may institute against any such
         employees.

12.4     The provisions of this Clause shall survive the termination of
         this Agreement but the restrictions contained in sub-clause (1) shall
         cease to apply to any information which may come into the public domain
         otherwise than through unauthorized disclosure by the receiving party
         or its employees.

13.      TERMINATION

13.1     Notwithstanding anything else contained herein, this Agreement may
         be terminated by either party forthwith on giving notice in writing to
         the other if:

         (a)  the other party commits any material or persistent breach of any
              term of this Agreement and (in the case of a breach capable of
              being remedied) shall have failed, within 30 days after the
              receipt of a request in writing from the other party so to do, to
              remedy the breach (such request to contain a warning of such
              party's intention to terminate);


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         (b)  the other party shall have a receiver or administrative receiver
              appointed of it or over any part of its undertaking or assets or
              shall pass a resolution for winding up (otherwise than for the
              purpose of a bona fide scheme of solvent amalgamation or
              reconstruction) or a court of competent jurisdiction shall make
              an order to that effect or if the other party shall enter into
              any voluntary arrangement with its creditors or shall become
              subject to an administration order.

         (c)  DXP shall not be entitled to any compensation or indemnity
              (whether for loss of distribution rights, goodwill or otherwise)
              as a result of the termination of this Agreement in accordance
              with its terms.

14.      EFFECT OF TERMINATION

         On the termination of this Agreement in accordance with the preceding
         clause all the rights and obligations of the parties under this
         Agreement shall automatically terminate except:

         (a)  for such rights of action as shall have accrued prior to such
              termination and any obligations which expressly or by implication
              are intended to come into or continue in force on or after such
              termination;

         (b)  DXP shall be entitled to sell any of its stocks of the Combined
              Products which have been fully paid for and which are required to
              fulfil any unperformed contracts of DXP outstanding at the date
              of termination (and to that extent and for that purpose the
              provisions of this Agreement shall continue in effect);


         (c)  End Users who have purchased and/or received a Combined Product
              prior to termination or in cases falling within clause 13(b)
              shall be permitted to continue using SoftCD Client on the terms
              of the Sub-License and the license to DXP in clause 2.1(d) shall
              continue for this purpose only.

15.      LIABILITY

15.1     The Supplier warrants to DXP that it is entitled to grant the
         rights granted under this Agreement and that use of SoftCD Client in
         accordance with the Agreement will not infringe the rights of any third
         party.

16.      WAIVER OF REMEDIES

         No forbearance, delay or indulgence by either party in enforcing the
         provisions of this Agreement shall prejudice or restrict the rights of
         that party nor shall any waiver of its rights operate as a waiver of
         any subsequent breach and no right, power or remedy herein conferred
         upon or reserved for either party is exclusive of any other right,
         power or remedy available to that party and each such right, power or
         remedy shall be cumulative.


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17.      INDEMNITIES

         The Supplier shall indemnify DXP and keep DXP fully and effectively
         indemnified against any and all losses, claims, damages, costs,
         charges, expenses, liabilities, demands, proceedings and actions which
         DXP may sustain or incur or which may be brought or established against
         it by any person and which in any case arise out of or in relation to
         or by reason of any claim or allegation that any of SoftCD Client
         infringes any intellectual property rights of any third party.

         and which are not due to DXP's negligence, recklessness or willful
         misconduct or any breach of its obligations under this Agreement. It is
         acknowledged that it is DXP's responsibility to ensure that SoftCD
         Client is not distributed in any jurisdiction within the Territory
         unless it complies with local laws and regulations relating to its sale
         and use therein.

17.1     DXP shall indemnify the Supplier and keep the Supplier fully and
         effectively indemnified against any and all losses, claims, damages,
         costs, charges, expenses, liabilities, demands, proceedings and actions
         which the Supplier may sustain or incur, or which may be brought or
         established against it by any person and which in any case arise out of
         or in relation to or by reason of the negligence, recklessness or
         willful misconduct of DXP or an infringement by DXP of the patent
         rights of any third party in the performance of any of its obligations
         or the exercise of its rights under this Agreement.

17.2     If any claim is made against either party for which indemnification is
         sought under this Clause, the indemnified party shall consult with the
         other and, subject to being secured to its reasonable satisfaction,
         shall co-operate with the other in relation to any reasonable request
         made by the other in respect of such claim.

18.      FORCE MAJEURE

         Subject as provided in Clause 16, neither party shall be liable for any
         delay in performing any of its obligations under this Agreement if such
         delay is caused by circumstances beyond the reasonable control of the
         party so delaying and such party shall be entitled (subject to giving
         the other party full particulars of the circumstances in question and
         to using reasonable endeavors to resume full performance without
         avoidable delay) to a reasonable extension of time for the performance
         of such obligations.

19.      NOTICES

         All notices which are required to be given hereunder shall be in
         writing and shall be sent to the address of the recipient set out in
         this Agreement or such other address in England as the recipient may
         designate by notice given in accordance with the provisions of this
         Clause. Any such notice may be delivered personally or by first class
         pre-paid letter or facsimile transmission and shall be deemed to have
         been served if by hand when delivered, if by first class post 48 hours
         after posting and if by facsimile transmission when dispatched.

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20.      INTERPRETATION

20.1     In this Agreement:

         (a) reference to any statute or statutory provision includes a
             reference to that statute or statutory provision as from time to
             time amended, extended or re-enacted;

         (b) words importing the singular include the plural, words importing
             any gender include every gender and words importing persons include
             bodies corporate and unincorporated; and (in each case) vice versa;

         (c) any reference to a party to this Agreement includes a reference to
             his successors in title and permitted assigns;

         (d) the headings to the Clauses are for ease of reference only and
             shall not affect the interpretation or construction of this
             Agreement.

21.      GENERAL

         This Agreement constitutes the entire understanding between the parties
         concerning the subject matter of this Agreement and shall be governed
         by and construed in accordance with the laws of England. No waiver or
         amendment of any provision of this Agreement shall be effective unless
         made by a written instrument signed by both parties. Each provision of
         this Agreement shall be construed separately and notwithstanding that
         the whole or any part of any such provision may prove to be illegal or
         unenforceable the other provisions of this Agreement and the remainder
         of the provision in question shall continue in full force and effect.
         The parties submit to the exclusive jurisdiction of the English Courts
         but without prejudice to either party's rights to bring proceedings in
         any other jurisdiction where the other party is incorporated or has
         assets.



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EXECUTED under hand in two originals the day and year first before written

SIGNED for and on behalf of

IORA LIMITED

By Paddy Falls

Signature         /s/  Paddy Falls

Title             Managing Director

Witness           /s/  K. Patterden
                  13 Moselle Drive
                  Churchdown,
                  Glos - GL32RX




SIGNED for and on behalf of

DXP NEW MEDIA SERVICES LIMITED

By Tom Elek

Signature         /s/  Tom Elek

Title             Chief Executive

Witness           Dovers Barn
                  Cotswold Meadows
                  Great Rissington
                  Cheltenham
                  Gloust  GL54  2LN